The present invention relates to a loan trading system and corresponding method and, more particularly, to a loan trading system carried out over the Internet to match buyers and sellers of loans via the matching of bids and offers or through the conducting of auctions.
Large corporations and trusts arrange bank loans in facilities provided by a group of banks and financial institutions, otherwise known as a syndicate. Bank loans typically consist of term loans and revolving credit facilities (also known as revolvers). Term loans are lent to the borrower and have a stated maturity date for repayment. In addition, term loans may be structured with an amortization schedule providing different maturity dates for partial amounts of the term loan with the final payment due on the final maturity date. Term loans may be prepaid but not re-borrowed under the same facility.
There may be more than one type or tranche of term loan under the same facility. These term loans are typically differentiated by the maturity date of the tranche. For example, the term loan with the shortest maturity date, typically referred to as the Term Loan A, may require a single amortization or have an amortization schedule with the last payment due on the final maturity date. A longer dated term loan or series of term loans under the same facility may have a maturity date longer than the Term Loan A. For example, a bank loan facility may have a Term Loan A tranche, a Term Loan B tranche with a final maturity date longer than the Term Loan A tranche, and a Term Loan C tranche, with a final maturity date longer than both the Term Loan A and Term Loan B tranches.
A revolver provides a commitment from the syndicate for the borrower to draw upon a set amount of money until the maturity date. The commitment is then composed of two portions, the drawn amount and the undrawn amount. The borrower may draw upon the revolver, increasing the drawn amount and reducing the undrawn amount. Part or all of the drawn amount may also be repaid, thereby increasing the availability under the commitment. Draws and repayments may take place continuously until the maturity date when all outstanding amounts are due. There is no requirement that any draw be followed sequentially by a repayment.
In some revolving credit facilities, draws may be predicated upon the satisfaction of certain requirements that limit the availability of money to an amount less than the total revolver commitment. These requirements, generally in the form of financial calculations, will generate a maximum available amount that the borrower can draw upon. This restricted amount of funds is typically referred to as the borrowing base.
Typically, bank loans have floating interest rates. Borrowed amounts are drawn for intervals which have base interest rates set by industry or bank standards plus an interest rate spread charged to the borrower. For example, funds may be drawn for a number of days, weeks or months. The most common form of base interest rate is the London Interbank Offered Rate or LIBOR. For example, a borrower would inform the bank group of its desire to borrow funds under 1 month LIBOR. The interest rate would then be set for the 1 month interval at the then current 1 month LIBOR interest rate plus the interest rate spread that is set under the facility. At the end of the 1 month period, the money may be repaid or reborrowed for another period, whether or not the period would be the same or different length. In this way, the interest rate is said to float as it is resets periodically.
There are generally two types of lenders in bank loan facilities. Banks typically provide loans under the revolver and term loan A tranches. Institutional investors such as mutual funds, privately-raised funds, investment companies or insurance companies typically provide loans under the term loans with longer maturity dates than the term loan A tranche. These term loans, such as the term loan B and the term loan C in the previous example, are typically referred to as institutional term loans. The combination of the term loan A and revolver tranches are typically referred to as the pro rata tranches.
To date, the institutional term loans typically have a higher interest rate spread than the pro rata tranches. Other than the differences in the maturity dates and amortization schedules, the lenders under the different tranches typically have the same legal rights under the bank loan facility.
An active market has developed for the trading of bank loans. As a private instrument, the trading of bank loans is not subject to the laws pertaining to the trading of public securities. Bank loan trades are conducted by the assignment of the bank loan from one lender to another. Bank loan trades may be arranged through the negotiation of individual parties, with the assistance of brokers, or through an auction. There is no regulation on how these trades are conducted, but assignments typically require the approval of the administrative agent and the borrower. An administrative agent provides the processing of paperwork and movement of funds associated with a bank loan on behalf of the syndicate and the borrower. The approvals typically require that they not be unreasonably withheld.
There are generally two restrictions on the assignment of bank loans, compliance with a minimum assignment amount and a minimum retained amount. The minimum assignment amount sets a floor for the amount to be traded and the minimum retained amount pertains to the amount the assignor or seller of the bank loan will continue to hold after assignment of a partial amount of their commitment. The seller may assign its total commitment, but it may not retain a commitment below the minimum retained amount.
The participants in the bank loan market include the aforementioned banks and institutions, as well as dealers who make markets in or act as brokers for bank loans. Therefore, there are two types of trades in bank loans: principal and brokered. Principal trades pertain to transactions where a dealer will buy the loan with its own capital and hold the position in inventory until resale. Brokered trades are those that the dealer has arranged for both the purchase of the bank loan from a seller and sale of the bank loan to a buyer. Therefore, the dealer does not risk its own capital on the two transactions.
Each trade or assignment generally requires the payment of an assignment fee to the administrative agent of a bank loan facility. Typically, the parties split these fees. In the case of a brokered trade, the dealer will typically pay half the fee for the purchase from the seller and half the fee for the sale to the buyer. Note that a dealer is not required to conduct a trade in such a manner to avoid the buyer and seller learning each others"" identity. Therefore, a buyer and seller may conduct a single trade to effect the assignment and split the fee amongst themselves.
The loan trading market is considered an over-the-counter market. This means that there is no exchange through which bids and offers are quoted and matched bids and offers are processed. For purposes of this discussion, trading is broken down into two types: trades through interdealer brokers and all other trades.
Interdealer brokers match trades between dealers only. The interdealer brokers will market bids and offers, also known as offerings, to the dealers without disclosing the name of the potential buyers and sellers until a bid and offer is matched. The interdealer brokers will market the offerings to dealers either through telephone contact or through the posting of offerings on terminals connected via a direct telephone line to the interdealer broker""s computer system. The interdealer broker systems do not use the Internet for transmission.
These interdealer broker systems provide limited information that includes only the name of the borrower, the tranche offered or bid, the amount of the bids and offers and the price at which the bids and offers are quoted. To complete a trade, a dealer must contact the interdealer broker by telephone. Trades cannot be completed on the system itself.
All other trades consist of those between any of the dealers, bank or institutions. These trades are all conducted by the telephone.
The most common form of on-line trading is stock or equity trading. This trading pertains only to publicly-traded securities which are securities that are registered with the U.S. Securities and Exchange Commission. At least a dozen firms have on-line trading websites.
All of these websites essentially perform the same function as each other. Clients are able to enter orders into the system connected through the Internet for the purchase or sale of stock that may subsequently be executed through a stock exchange or over the counter market makers. The parameters of the orders are limited to the particular issue of publicly-traded stock, the number of shares to be sold, whether the order requires execution to take place for the entire number of shares indicated (referred to as all or none) or execution is allowable for some part thereof, whether the order will remain open until the end of the day or until canceled (referred to as good for the day and good until canceled, respectively), and order types such as market order (the trade is executed at the currently available bids or offers), limit order (the trade will not occur unless the user receives a bid at or above his required price or an offer at or below his required price), stop order (the trade will occur at the then market price once the security has traded at the price chosen by the user, referred to as the stop price), and stop limit (a limit order that becomes effective once a trade occurs at the stop price). The only differentiation between website-based stock brokerage sites lies in the amount of information to which the users have access. For example, some websites may provide current news and financial statistics, others may include historical data and others may provide analyst research reports.
There currently are approximately thirty (30) electronic trading systems engaged in the on-line sale and/or trading of one, two or all of treasury, municipal and corporate bonds. These systems can be broken down into dealer systems that allow users to trade only with dealers, but not with each other, cross-matching systems that allow users to trade with each other anonymously, primary market bidding systems that allow users to bid directly on new issues, and a direct issuance system that allows investors to buy securities directly from the issuer. Limited information is available on most of these systems as access is limited to authorized users.
There are also financial information websites and direct wireline systems that provide databases of news and financial information to allow for the analysis of issuers of stocks, bonds and derivative securities and their underlying securities. Bloomberg provides one such news and financial information database system and provides to the user the ability to input current information to determine the yield of a bank loan (the rate of return including adjustments for purchase prices with a premium or discount to par measured in terms of two interest rate components, one being the floating rate of interest utilized as a base rate such as LIBOR and the other a numerical measure of the rate of interest). Bloomberg does not provide information on bank loan interest rate spreads after a transaction has closed, nor does it provide a comparative table of bank loan yields.
In addition to the above-mentioned limitations and shortcomings of currently available electronic trading systems, currently available financial websites are limited to the trading of financial assets such as even lots of stocks and bonds in the secondary market or the auction of financial assets in the primary market, in other words at the time of their initial issuance, such as the sale of treasury bonds or initial public offering of stock by on-line investment banks.
Auction websites of non-financial assets typically are conducted with a non-blind process and a preset end time. Therefore the then highest offer is revealed to users throughout the process and the website typically receives a large influx of bids just prior to the deadline since doing so generally increases the bidders"" chances of success, whereas earlier bidders"" efforts go unsuccessful.
Bank loan auctions are currently conducted manually by sponsors with the assistance of facsimile and telephone transmission. These manual auctions are limited in the number of participants that may be reached and the process of conducting such manual auctions may not proceed equitably. For example, blind auctions, where bids are not revealed, often do not close at or near their deadlines, indicating that the auction""s sponsor is disclosing the highest bid to a favored third party in the hope of an even higher bid. In a further example, sponsors have pulled auctions when bids are too low, thereby wasting the efforts of participants who may do a significant amount of work prior to submitting a bid or offer.
It is therefore an object of this invention to provide a bank loan trading system that provides to prospective buyers and sellers information regarding bank loans not previously available to such parties.
Another object of the present invention is to provide an electronic matching of buyers and sellers for the trading of bank loans.
A further object of the present invention is to provide such electronic matching of buyers and sellers that avoids the shortcoming and limitations of electronic trading systems previously mentioned.
An additional object of the present invention is to conduct electronic auctions for bank loans in a fair and equitable manner.
These and other objects, advantages and features of the present invention will become readily apparent to those of ordinary skill in the art, and the novel features will be particularly pointed out in the appended claims.
In accordance with one embodiment of the present invention, apparatus and method are provided for facilitating the trading of bank loans between buyers and sellers. Bank loan information (e.g., borrower and tranche) regarding bank loans for trading are posted to potential buyers and sellers, sellers and buyers enter offers and bids, respectively, for posted loans and the offers and bids are then posted to all potential buyers and sellers. It is determined whether a match between one of the bids and one of the offers for the same bank loan exists, and if a match exists, the matching bid and offer are filled by conducting a trade between the buyer who entered the bid and the seller who entered the offer.
As one aspect of the present invention, only unfilled bids and orders are posted.
As a further aspect of the present invention, the seller of a bank loan provides the information regarding a bank loan for sale not previously posted.
As an additional aspect of the present invention, when either a bid or an offer is entered by a buyer or seller, respectively, a dollar amount and price of the bid or offer for that bank loan are provided. The type of bid or offer also is provided and identifies the order as an All or None order, a Partial Fill order, or a Partial Increments Only order. The All or None order represents an order having a possible fill amount of only the bank loan dollar amount, the Partial Fill order represents an order having possible fill amounts between and including a minimum partial fill size and the order dollar amount, and the Partial Increments Only order represents an order having possible fill amounts of the minimum size, incremental amounts greater than the minimum size and less than the bank loan dollar amount in increments of an increment size, and the order dollar amount.
As a feature of this aspect, a match exists when bids and offers for the same loan with the same price have a common possible fill amount.
As yet a further aspect of the present invention, the actual offer is rounded off to the nearest even incremental dollar amount (e.g., $1,000,000) before it is posted and further information is posted that indicates whether the rounded amount is within a predetermined amount (e.g., $100,000) of the actual offer.
As yet another aspect of the present invention, a buyer can identify the maximum dollar amount of a loan that can be purchased with respect to a particular posted loan and a trade occurs if the loan is less than or equal to that maximum dollar amount, but if no trade occurs, the buyer is not informed of the actual amount of the offer.
As yet an additional aspect of the present invention, offers are rounded to the nearest million dollars prior to determining whether an offer and a bid match. Upon finding a match, it is determined if the amount to be sold is the actual offer amount, which may be an odd amount, or a rounded even dollar amount.
Still yet a further aspect of the present invention, offers are accepted only if filling them do not violate the terms (i.e., minimum retained amount and minimum assignment amount) of the bank loan.
Still yet another aspect of the present invention, a seller or buyer can enter a linked offer comprised of two orders with a different set of terms for the same bank loan, and upon filling one of these orders, the other order is automatically canceled.
Still yet an additional aspect of the present invention, after an order is partially filled in compliance with the order""s terms, it is determined whether a second match exists for the unfilled portion of the order.
As a further aspect of the present invention, undisclosed bids and offers may be entered which are not posted to buyers and sellers.
As a feature of this aspect, if no match is found for an undisclosed order, then it is determined if the undisclosed offer or undisclosed bid is within a predetermined amount of a corresponding bid or offer, and if so, the parties making the respective offer and bid are contacted to see if a match can be made.
In accordance with another embodiment of the present invention, apparatus and method are provided for carrying out an auction by placing by a seller of an existing bank loan, disclosing to participants in the bank loan auction information regarding the bank loan for sale, setting by the seller start and end time parameters by designating a start time and an end time, respectively, of the bank loan auction, receiving, after the start time, bids for the bank loan for sale from the participants in the bank loan auction, closing the bank loan auction at the end time, identifying the largest participant who made the largest, and conducting a trade for the bank loan for sale between the seller and said one of the participants.
As an aspect of this embodiment, the end time parameter corresponds to an elapsed time interval amount necessary to elapse with no highest bids for the bank loan auction to close.
As another aspect of this embodiment, the auction is identified as a blind auction or as a non-blind auction, and the highest bid is posted only during the non-blind auction.
As a further aspect of this embodiment, each bid received is comprised of a price and a dollar amount, the bids are ranked by their respective price, a list is generated that includes all necessary ranked bids, starting from the highest ranking and continuing down the ranking, with corresponding dollar amounts that collectively cover the dollar amount of the bank loan, and the participants whose respective bids are included in the list are identified as the buyers.
As an additional aspect of this embodiment, the seller sets a minimum acceptable bid, and the trade is discretionary to the seller if the highest bid is less than the minimum acceptable bid.
In accordance with a further embodiment of the present invention, apparatus and method are provided for carrying out a reverse-offer bank loan auction by placing by a buyer a bid for a bank loan to be purchased, setting by the buyer start and end time parameters designating a start time and an end time, respectively, of the reverse-offer bank loan auction, receiving, after the start time, offers to sell bank loans from participants in the reverse-offer bank loan auction, closing the reverse-offer bank loan auction at the end time, identifying one of the participants who made the lowest offer, and conducting a trade for the bank loan offered for sale between the one of the participants and the buyer.